First Majestic Announces Effectiveness of Registration Statement on Form F-4 and Record & Meeting Dates of Special Meeting for Gatos Silver Acquisition
First Majestic Announces Effectiveness of
Registration Statement on Form F-4 and
Record & Meeting Dates of Special Meeting for
Gatos Silver Acquisition
Vancouver, British Columbia--(Newsfile Corp. - December 3, 2024) - First Majestic Silver Corp. (NYSE:
AG) (TSX: AG) (FSE: FMV) (the
"
Company
"
or "First Majestic") is pleased to announce that the
Registration Statement on Form F-4 (the "F-4") filed by the Company with the United States Securities
and Exchange Commission (the "SEC") in connection with the Company's previously announced
acquisition of Gatos Silver, Inc. ("Gatos") (the "Transaction") has become effective under the U.S.
Securities Act of 1933.
The effectiveness of the F-4 is a condition to closing of the Transaction.
The Company is also pleased to announce that it has set the date of the special meeting of First
Majestic shareholders (the "Special Meeting") to approve the issuance of First Majestic common shares
to Gatos stockholders in connection with the Transaction.
The details of the First Majestic Special
Meeting are as follows:
Special Meeting of First Majestic Shareholders
Date:
Tuesday, January 14, 2025
Time:
11:00 a.m. (Vancouver time)
Location:
Offices of Bennet Jones LLP
Suite 2500 - 666 Burrard Street
Vancouver, British Columbia V6C 2X8
The record date for the Special Meeting has been set as November 25, 2024 (the "Record Date").
First
Majestic currently expects to send the meeting materials for the Special Meeting to shareholders of
record as of the Record Date on or about December 9, 2024; however, delivery of materials to some
Canadian shareholders may be impacted by the ongoing Canada Post labour dispute which is affecting
the delivery of mail within Canada.
The Company will issue another news release within the next couple of weeks to provide additional
details regarding the Special Meeting, including how Canadian shareholders may access the meeting
materials and vote their First Majestic common shares in the event they do not receive their materials
due to the ongoing Canada Post labour dispute.
At the Special Meeting, First Majestic shareholders will be asked to approve the issuance of common
shares of First Majestic to Gatos stockholders in connection with the Transaction, as required under the
rules of the Toronto Stock Exchange and the New York Stock Exchange.
Holders of shares of Gatos common stock are also required to provide their approval of the Transaction,
and accordingly, Gatos has announced that it will hold its stockholder meeting virtually on Tuesday,
January 14, 2025, at 10:00 a.m. (Vancouver time), one hour prior to the First Majestic Special Meeting.
Subject to the approval of First Majestic's shareholders and Gatos Silver's stockholders and the
satisfaction or waiver of other conditions precedent, it is anticipated that the Transaction will close in
early 2025.
Important Information for Investors and Shareholders about the Transaction and Where to
Find It
This news release is not intended to and does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities of
First Majestic or Gatos or the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities of First Majestic or Gatos in any jurisdiction
in contravention of applicable law.
This news release may be deemed to be soliciting material
relating to the Transaction.
In connection with the proposed transaction between First Majestic and Gatos pursuant to the Merger
Agreement and subject to future developments, First Majestic has filed the F-4 with the SEC, which
includes a proxy statement of Gatos that also constitutes a prospectus of First Majestic (the "Proxy
Statement/Prospectus").
First Majestic will also file a management proxy circular in connection with the
proposed Transaction with applicable Canadian securities regulatory authorities.
This news release is
not a substitute for any registration statement, proxy statement, prospectus or other document First
Majestic or Gatos has filed or may file with the SEC or Canadian securities regulatory authorities in
connection with the proposed Transaction.
Gatos plans to mail to the Gatos stockholders the definitive
Proxy Statement/Prospectus in connection with the transaction and First Majestic will deliver its proxy
circular to First Majestic shareholders.
INVESTORS AND SECURITY HOLDERS OF GATOS AND
FIRST MAJESTIC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
MANAGEMENT PROXY CIRCULAR, RESPECTIVELY, AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC OR CANADIAN SECURITIES REGULATORY AUTHORITIES
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST MAJESTIC, GATOS, THE
TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of
the Proxy Statement/Prospectus, the filings with the SEC that are incorporated by reference into the
Proxy Statement/Prospectus and other documents filed with the SEC by First Majestic and Gatos
containing important information about First Majestic or Gatos and the Transaction through the website
maintained by the SEC at
www.sec.gov
.
Investors will also be able to obtain free copies of the
management proxy circular and other documents filed with Canadian securities regulatory authorities by
First Majestic, through the website maintained by the Canadian Securities Administrators at
www.sedarplus.com
.
In addition, investors and security holders may obtain free copies of the documents
filed by First Majestic with the SEC and Canadian securities regulatory authorities on First Majestic's
website or by contacting First Majestic's investor relations team.
Copies of the documents filed with the
SEC by Gatos are available free of charge on Gatos'
website
at
www.gatossilver.com
or by contacting
Gatos'
investor relations
team.
Participants in the Merger Solicitation
First Majestic, Gatos and certain of their respective directors, executive officers and employees may be
considered participants in the solicitation of proxies in connection with the proposed Transaction.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the shareholders of First Majestic and the stockholders of Gatos in connection with the
Transaction, including a description of their respective direct or indirect interests, by security holdings or
otherwise, will be included in the Proxy Statement/Prospectus described above and other relevant
documents when it is filed with the SEC and Canadian securities regulatory authorities in connection
with the proposed Transaction.
Additional information regarding First Majestic's directors and executive
officers is also included in First Majestic's Notice of Annual Meeting of Shareholders and 2024 Proxy
Statement, which was filed with the SEC and Canadian securities regulatory authorities on April 15,
2024, and information regarding Gatos' directors and executive officers is also included in Gatos' Annual
Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 20, 2024,
as amended by Amendment No. 1 to such annual report filed with the SEC on May 6, 2024 and Gatos'
2024 Proxy Statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on
April 25, 2024.
These documents are available free of charge as described above.
ABOUT FIRST MAJESTIC
First Majestic is a publicly traded mining company focused on silver and gold production in Mexico and
the United States.
The Company presently owns and operates the San Dimas Silver/Gold Mine, the
Santa Elena Silver/Gold Mine, and the La Encantada Silver Mine as well as a portfolio of development
and exploration assets, including the Jerritt Canyon Gold project located in northeastern Nevada, U.S.A.
On September 5, 2024, First Majestic and Gatos announced that they had entered into a definitive
merger agreement (the "Merger Agreement") pursuant to which First Majestic will acquire all of the
issued and outstanding shares of Gatos common stock.
More information relating to the proposed
Transaction can be found on the Company's website,
www.firstmajestic.com
.
First Majestic is proud to own and operate its own minting facility, First Mint, LLC, and to offer a portion
of its silver production for sale to the public.
Bars, ingots, coins and medallions are available for
purchase online at
www.firstmint.com
, at some of the lowest premiums available.
Investors Contact:
Darrell Rae
Investor Relations
(604) 688 3033
Cautionary Note Regarding Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are intended to be covered by the safe harbor created by such sections and other
applicable laws and "forward-looking information" under applicable Canadian securities laws
(collectively, "forward-looking statements").
These statements relate to future events or the future
performance, business prospects or opportunities of First Majestic and/or Gatos that are based on
forecasts of future results, estimates of amounts not yet determinable and assumptions of management
of First Majestic and/or Gatos made in good faith in light of management's experience and perception of
historical trends, current conditions and expected future developments. Forward-looking statements in
this news release include, but are not limited to, statements with respect to: closing of the Transaction
and the terms and timing related thereto; the anticipated timing of shareholder meetings, future news
releases and sending meeting materials to shareholders.
Assumptions may prove to be incorrect and
actual results may differ materially from those anticipated. Consequently, guidance cannot be
guaranteed.
As such, investors are cautioned not to place undue reliance upon guidance and forward-
looking statements as there can be no assurance that the plans, assumptions or expectations upon
which they are placed will occur.
All statements other than statements of historical fact may be forward-
looking statements.
Any statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives or future events or performance (often, but not
always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect",
"may", "will", "project", "predict", "forecast", "potential", "target", "intend", "could", "might", "should",
"believe" and similar expressions) are not statements of historical fact and may be "forward-looking
statements".
Actual results may vary from forward-looking statements.
Forward-looking statements are subject to
known and unknown risks, uncertainties and other factors that may cause actual results to materially
differ from those expressed or implied by such forward-looking statements, including but not limited to:
satisfaction or waiver of all applicable closing conditions for the Transaction on a timely basis or at all
including, without limitation, receipt of all necessary shareholder, stock exchange and regulatory
approvals or consents and lack of material changes with respect to First Majestic and Gatos and their
respective businesses, all as more particularly set forth in the Merger Agreement; the timing of the
closing of the Transaction and the failure of the Transaction to close for any reason; the outcome of any
legal proceedings that may be instituted against First Majestic or Gatos and others related to the
Transaction; unanticipated difficulties or expenditures relating to the Transaction; and delays associated
with the ongoing Canada Post labour dispute.
First Majestic is not affirming or adopting any statements
or reports attributed to Gatos (including prior mineral reserve and resource declaration) in this news
release or made by Gatos outside of this news release.
In addition, the failure of a party to comply with
the terms of the Merger Agreement may result in that party being required to pay a fee to the other party,
the result of which could have a material adverse effect on the paying party's financial position and
results of operations and its ability to fund growth prospects and current operations.
Although First
Majestic has attempted to identify important factors that could cause actual results to differ materially
from those contained in forward-looking statements, there may be other factors that cause results not to
be as anticipated, estimated or intended.
First Majestic believes that the expectations reflected in these forward-looking statements are
reasonable, but no assurance can be given that these expectations will prove to be correct and such
forward-looking statements included herein should not be unduly relied upon.
These statements speak
only as of the date hereof.
First Majestic does not intend, and does not assume any obligation, to update
these forward-looking statements or forward-looking information, except as required by applicable laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/232397